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20250528_SAMF_Ringkasan Risalah//Risalah RUPS_31889925_lamp2.pdf
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ANNOUNCEMENT OF
SUMMARY MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Saraswanti Anugerah Makmur Tbk.
Directors of PT Saraswanti Anugerah Makmur Tbk. (The “Company”) hereby informs that the Company has held
the Annual General Meeting of Shareholders for the 2024 Financial Year (“Meeting”), on Monday, May 26th, 2025,
at 10.22 AM – 11.38 PM, at the AMG Tower 6fl Floor, Jl. Dukuh Menanggal 1-A, Gayungan, Surabaya.
The meeting was attended by the following Boards of Commissioners and Directors:
Board of Commissioners Board of Directors
President Commissioners : Noegroho Hari Hardono President Director : Ir. Yahya Taufik
Independent Commissioner : Poernomo Director : Theresia Yusufiani Rahayu
Director : Andreas Adhi Harsanto
Director : Fransiscus Xaverius Mulyo
Hartono
Director : Andi Irwandy
Director : Mohamad Mulyadi
Shareholders and/or their proxies who attended the Meeting recorded 9,711,689,400 shares, equivalent to 94.75%
of the total shares issued by the Company, amounting to 10,250,000,000 shares.
Meeting Rules
• Shareholders or their proxies can ask questions and/or opinions relating to the meeting agenda being
discussed before voting.
• The vote of abstention is deemed to cast the same vote as the majority of Shareholders who cast a vote.
• Voting is conducted physically by raising hands and electronically using the eASY.KSEI system.
• The company has appointed an independent party, Notary Sitaresmi Puspadewi Subianto, S.H., M.Kn.,
and the Securities Administration Bureau PT Adimitra Jasa Korpora, in calculating and/or validating votes.
• Meeting resolutions have been stated in the minutes of summary No. 204/Not/V/2025 date May 26th,
2025, made by Notary Sitaresmi Puspadewi Subianto, S.H., M.Kn.
Meeting Decisions
1st Agenda Approval of The Board of Director's annual report, Board of Commissioners supervisory
report, and ratification of the balance sheet and income statements for the financial
year ended on December 31st, 2024.
Questions/Suggestions -
Voting Agree Disagree Abstain
9.711.689.400 - -
Decision 1. Received and approved the Company's Annual Report for the financial year ending
on December 31st, 2024, including the Board of Directors 'Report and the
Company's Board of Commissioners' Supervisory Report for the 2024 financial
year.
2. Ratify the Consolidated Financial Statements of the Company and Subsidiaries
that have been audited by the Public Accounting Firm Paul Hadiwinata, Hidajat,
Arsono, Retno, Palilingan & Partners on the financial statements for the 2024
Financial Year with the opinion, "Fair, in all material respects, the financial position
of the Group as of December 31st, 2024, and the consolidated financial
performance and cash flow for the year ended by Indonesian Financial Accounting
Standards. At the same time, it was providing full payment and release of
responsibility (acquit et de charge) to the Board of Directors and the Board of
Commissioners for the management and supervision of the Company that has
been carried out during the 2024 Financial Year, as long as it is not a criminal act
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or violates applicable legal provisions and procedures and is recorded in the
financial report of the Company and does not conflict with laws and regulations.
2nd Agenda Determination used of net profit for the financial year ended on December 31 st, 2024.
Questions/Suggestions -
Voting Agree Disagree Abstain
9.711.689.400 - -
Decision 1. Determined the distribution of dividends amounting to IDR194,750,000,000 or
approximately 49% of the current year's profit which will be distributed in the
form of cash dividends to shareholders, whose names are recorded in the
Company's Shareholders Register on June 11th, 2025, at 16:00 West Indonesia
Time ("Recording Date") or IDR19 per share as of the date of this Meeting, with
due observance of the PT Bursa Efek Indonesia regulations for trading shares on
the Indonesia Stock Exchange, provided that for the Company's shares that are
in collective custody, the following conditions apply:
a. Cum Dividend Cash at the Regular and Negotiation Market on June 5th, 2025;
b. Ex Cash Dividend at the Regular and Negotiation Market on June 10th, 2025;
c. Cum Dividend Cash at the Cash Market on June 11th, 2025;
d. Ex Cash Dividend at the Cash Market on June 12th, 2025.
Payment of cash dividends to eligible shareholders will be made by June 26th,
2025.
2. Determine that the remaining net income for the current year for the financial
year ended December 31st, 2024, is recorded as retained earnings.
3. Give power to the Board of Directors of the Company to carry out everything
related to the distribution of the dividends mentioned above by the prevailing laws
and regulations.
4. Dividend payments to public shareholders will be paid in cash by applicable
regulations, while dividend payments to founders will be paid in stages no later
than December 2025.
3rd Agenda Approval on the salary/honorarium and other benefits of the Board of Commissioners
and Board of Directors of the Company.
Questions/Suggestions -
Voting Agree Disagree Abstain
9.711.689.400 - -
Decision Approved authorizing the Board of Commissioners to determine the salary or
honorarium and other benefits for members of the Board of Directors and to the
President Commissioner to determine the salary or honorarium and other benefits for
members of the Board of Commissioners by taking into account the proposals and
recommendations of the Nomination and Remuneration Committee to be determined
by the Board of Commissioners.
4th Agenda Approval of delegation to the Board of Commissioners to appoint a Public Accounting
Firm to conduct an audit of financial statements for the fiscal year ending on December
31st, 2025, and delegation to The Board of Director to determine the honorarium
amount other terms of appointment.
Questions/Suggestions -
Voting Agree Disagree Abstain
9.711.689.400 - -
Decision 1. Approve the delegation of authority to the Board of Commissioners to appoint a
Public Accountant and/or Public Accounting Firm registered with the OJK to carry
out the audit of the Financial Statements for Financial Year 2025 as it is being
considered and evaluated further. Also, to determine the criteria of the Public
Accountant and/or Public Accounting Firm that will audit the Company's financial
statements for the financial year 2025 in accordance with applicable regulations;
2. Approved the delegation of authority to the Board of Directors of the Company to
determine the amount of honorarium and other requirements for the Public
Accountant and/or Public Accounting Firm.
5th Agenda Approval of the Company's plan to guarantee the Company's assets of more than 50%
of the total net assets in the form of assets and/or corporate guarantees.
Questions/Suggestions -
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Voting Agree Disagree Abstain
9.711.687.600 1.000 800
Decision 1. Approved to guarantee the Company's assets of more than 50% of the total net
assets of the Company in one fiscal year in the form of assets and/or corporate
guarantees in one or more transactions, whether related to each other or not to
banks or financial institutions or other parties, both for loan facilities that have
been granted and/or will be granted later to the Company and/or its subsidiaries
and/or parties affiliated with the Company along with additions and/or changes
and/or extensions and/or renewals (if any), with terms and loan values deemed
favorable by the Board of Directors of the Company.
2. To authorize the Company's Board of Directors to sign all letters, agreements,
deeds, and others and do everything deemed necessary in connection with the
guarantee of the Company's assets of more than 50% of the Company's net
assets in one fiscal year.
6th Agenda Changes in the composition of the Company’s Board of Commissioners and Directors.
Questions/Suggestions -
Voting Agree Disagree Abstain
9.711.689.400 - -
Decision 1. Approved and ratified the expiration of Mr. Poernomo's term of office as
Independent Commissioner as of the closing date of this Meeting and to release
and discharge him (acquit et decharge) for supervisory actions taken during his
term of office, until the closing date of this Meeting.
2. Honorably discharged, as of the closing of this Meeting, all members of the Board
of Directors and the Board of Commissioners of the Company, and to each of
them was also given a discharge and release (acquit et decharge) for all actions
taken during their term of office.
3. Appointed, as of the closing of this Meeting, as follows:
President Commissioner : Mr. Noegroho Hari Hardono
Commissioner : Mr. IRJEN POL (Purn) Dr. Tabana Bangun,
S.H., M.Si.
Independent Commissioner : Mr. Ir. Dominiko Eristanto Haloho
President Director : Mr. Ir. Yahya Taufik
Director : Mrs. Theresia Yusufiani Rahayu
Director : Mr. Andreas Adhi Harsanto
Director : Mr. Wahyu Ferryal
Director : Mr. Andi Irwandy
Director : Mr. Mohamad Mulyadi
4. Granting power and authority to the Board of Directors of the Company to take
all necessary actions in connection with the changes in the composition of the
Board of Directors and Board of Commissioners of the Company, without any
exception in accordance with the prevailing laws and regulations.
Procedure for Cash Dividend Distribution:
1. Cash dividends will be distributed to the Company's Shareholders whose names are recorded in the Company's
Shareholders Register (“DPS”) or a recording date on June 11th, 2025, and/or the Company's shareholders in
the securities sub-account at PT Kustodian Sentral Efek Indonesia ("KSEI”) at the close of trading on June
11th, 2025.
2. For Shareholders of the Company whose shares are placed in the collective custody of KSEI, cash dividend
payments will be made through KSEI and distributed to the Securities Companies and/or custodians Bank
accounts on June 26th, 2025. The Company through the Securities Company and/or Custodian Bank where
the Shareholders open their accounts. Meanwhile, for the Company's Shareholders whose shares are not
included in the collective custody of KSEI, the cash dividend payment will be transferred to the account of the
Company's Shareholders.
3. The applicable tax laws and regulations will tax the cash dividend. The amount of tax imposed will be a cash
dividend, which is the right of the Company's shareholders.
4. Shareholders who are domestic taxpayers in the form of legal entities who have not submitted their Taxpayer
Identification Number (“NPWP”) are requested to submit their NPWP to KSEI or the Securities Administration
Bureau PT Adimitra Jasa Korpora (“BAE”) at the address Kirana Boutique Office, Jl. Kirana Avenue III Blok F3
no. 5, Kelapa Gading, North Jakarta 14250, no later than June 18th, 2025 at 04.00 PM. Without the inclusion
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of the NPWP, cash dividends paid to the Domestic Taxpayers will be subject to a PPh rate 100% higher than
the normal rate.
5. Shareholders who are foreign taxpayers whose with holding tax will use the tariff based on the Double Taxation
Avoidance Agreement (“P3B”) must meet the requirements of the Director-General of Taxes Regulation No.
PER-10/PJ/2017 concerning Procedures for Implementing Double Tax Avoidance Approval and submitting the
DGT-1 or DGT-2 form, which has been legalized by the Tax Service Office for Listed Companies to KSEI or
Registrar by KSEI provisions and regulations. Without these documents, cash dividends paid will be subject to
20% Income Tax Article 26.
Surabaya, May 26th, 2025
PT Saraswanti Anugerah Makmur Tbk.
Board of Directors
Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Ir. Yahya Taufik Independent
p.1 ×3
unresolved
person
Notary Sitaresmi Puspadewi Subianto
p.1 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.1 ×2
unresolved
org
Palilingan & Partners
p.1
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
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